r-9 (pfas)RESOLUTION NO. 9 (PFAS)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA MONICA PUBLIC
FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY
THE AUTHORITY OF A GROUND LEASE, LEASE AGREEMENT, AN INDENTURE,
AN ASSIGNMENT AGREEMENT, AN ESCROW AGREEMENT AND A BOND
PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SANTA
MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES
2011A AND SANTA MONICA PUBLIC FINANCING AUTHORITY LEASE REVENUE
REFUNDING BONDS, SERIES 2011B, AUTHORIZING THE ISSUANCE OF SUCH
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$45,000,000, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT
IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS
WHEREAS, the City of Santa Monica (the "City ") previously financed a portion of the costs
of the acquisition, construction and installation of certain capital improvements constituting a
public safety facility and related improvements, facilities and equipment (the "Public Safety
Facility Project ");
WHEREAS, in order to accomplish such financing, the City and the Authority determined to
provide the funds necessary to finance the acquisition, construction and installation of the Public
Safety Facility Project through the issuance by the Authority of two series of bonds, the Santa
Monica Public Financing Authority Lease Revenue Bonds, Series 1999 (Public Safety Facility
Project) (the "Series 1999 Bonds ") and Series 2002A (the "Series 2002A Bonds "), payable from
certain base rental payments to be made by the City under a lease agreement;
WHEREAS, the City desires to refinance all or a portion of the Public Safety Facility Project
originally financed with the proceeds of the Series 2002A Bonds;
WHEREAS, in addition, the City desires to finance the acquisition and /or construction of
those certain facilities constituting the Parking Structure No.6 to be located at 1431 2nd Street in
the City, or such other or additional public capital facilities listed on the City's Capital
Improvement Project list for fiscal year 2011 -12 as may be selected in accordance with the Lease
Agreement (defined below), which facilities constitute "public capital improvements" within the
meaning of the Act (defined below) and are or shall be located within the boundaries of the City
and collectively constitute the 112011 Project ",
WHEREAS, the Authority and the City have determined that it would be in the best interests
of the Authority, the City and residents of the City to authorize the preparation, sale and delivery
of "Santa Monica Public Financing Authority Lease Revenue Bonds, Series 2011A" (the "Series
2011A Bonds ") for the purpose of financing the 2011 Project and the "Santa Monica Public
Financing Authority Lease Revenue Refunding Bonds, Series 2011B" (the "Series 201113
Bonds ") for the purpose of refinancing the Series 2002A Bonds (the Series 2011A Bonds and the
Series 2011B Bonds are referred to collectively herein as the "Bonds "); and
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority
desire to enter into a Ground Lease between the City and the Authority (the "Ground Lease ")
pursuant to which the City will lease certain real property (which real property shall consist of assets
generally described as the Main Library, subject to adjustment as described in Section 2 below)
( "Leased Assets ") to the Authority, and a Lease Agreement between the City and the Authority (the
"Lease Agreement"), pursuant to which the City will lease the Leased Assets back from the
Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are
pledged to the owners of the Bonds by the Authority pursuant to an Indenture of Trust by and
between The Bank of New York Mellon Trust Company, N.A. (the "Trustee ") and the Authority (the
"Indenture "); and
WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in
order to provide, among other things, that all rights to receive the Base Rental Payments have been
assigned without recourse by the Authority to the Trustee;
WHEREAS, the City and the Authority have determined that debt service savings can be
achieved by the refunding and defeasance of the Series 2002A Bonds;
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide the funds necessary to refinance all or a portion of the Public
Safety Facility Project originally financed with the proceeds of the Series 2002A Bonds through the
offering and sale of the Bonds;
WHEREAS, the defeasance of the Series 2002A Bonds to be refunded will be accomplished
by means of an Escrow Agreement (the "Escrow Agreement") by and between The Bank of New
York Mellon Trust Company, N.A., as escrow agent ( "Escrow Agent ") and the Authority, the form
of which has been presented to this Board of Directors at the meeting at which this Resolution is
being adopted;
WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act
of 1985, commencing with Section 6584 of the California Government Code (the "Act ") (including
Section 6595.3 of the Act which authorizes the issuance of bonds by the Authority for the purpose of
refunding any Authority Bonds);
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the
Bonds;
WHEREAS, the City and the Authority have selected Stifel, Nicolaus & Company
Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus, acting as representative of itself
and E. J. De La Rosa & Co., Incorporated to act as underwriter (collectively, the "Underwriter ") to
purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the 'Bond Purchase
Agreement ");
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement ") has been prepared;
WHEREAS, the City is a member of the Authority and the Public Safety Facility Project and
the 2011 Project are located within the boundaries of the City;
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WHEREAS, the City has prior to the consideration of this resolution held a public hearing
on the financing of the 2011 Project and the refinancing of the Series 2002A Bonds with the proceeds
of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at
1685 Main Street, Santa Monica, California on October 25, 2011;
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was
published once at least five days prior to the hearing in the Santa Monica Daily Press, a newspaper of
general circulation in the City;
WHEREAS, the Board of Directors of the Authority (the "Board of Directors ") has been
presented with the form of each document referred to herein relating to the financing contemplated
hereby, and the Board of Directors has examined and approved each document and desires to
authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to
exist, to have happened and to have been performed precedent to and in connection with the
consummation of such financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the Authority is now
duly authorized and empowered, pursuant to each and every requirement of law, to consummate such
financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SANTA MONICA PUBLIC FINANCING AUTHORITY, as follows:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors so finds. The Board of Directors has determined and hereby finds that the Authority's
assistance in financing the 2011 Project by the execution and delivery of the Bonds will result in
significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act
and that all 2011 Project elements to be financed with the proceeds of the Bonds have been (as to
Parking Structure No.6) or will be approved pursuant to all applicable requirements of the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.) and applicable guidelines,
or are exempt therefrom.
Section 2. The forms of the Lease Agreement and the Ground Lease, on file with the
Secretary of the Authority, are hereby approved, and the Chairperson of the Authority, or such other
member of the Board of Directors as the Chairperson may designate, the Executive Director of the
Authority and the Treasurer of the Authority (the "Authorized Officers "), are each hereby authorized
and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease
Agreement and the Ground Lease, respectively, in substantially said forms, with such changes,
insertions and omissions therein as the Authorized Officer executing the same may require or
approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided,
however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than
June 1, 2031 (provided that such term may be extended as provided therein) and the true interest cost
applicable to the interest components of the Base Rental Payments shall not exceed 5.00% per
annum. The Executive Director is hereby authorized to remove from the Lease any portion of the
Leased Assets if the City Manager determines such assets are not required to obtain bond insurance
or secure a rating on the Bonds.
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Section 3. The form of Indenture, on file with the Secretary of the Authority, is hereby
approved, and the Authorized Officers are each hereby authorized and directed, for and in the name
and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with
such changes, insertions and omissions therein as the Authorized Officer executing the same may
require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof; provided, however, that (1) the aggregate amount of the Series 2011A Bonds shall not
exceed $35,000,000, the final maturity date of the Series 201 ]A Bonds shall be no later than June 1,
2031 and the true interest cost applicable to the Series 2011A Bonds shall not exceed 5.00% per
annum and, provided, further, that such changes, insertions and omissions shall be consistent with the
terms of the Series 2011A Bonds established at negotiated sale pursuant to the Bond Purchase
Agreement, and (2) the aggregate amount of the Series 2011B Bonds shall not exceed $10,000,000,
the final maturity date of the Series 2011B Bonds shall be no later than June 1, 2021 and the true
interest cost applicable to the Series 2011B Bonds shall not exceed 3.00% per annum and, provided,
further, that such changes, insertions and omissions shall be consistent with the terms of the Series
2011B Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.
Section 4. The issuance of not to exceed $45,000,000 aggregate principal amount of the
Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in
the Indenture as finally executed, is hereby authorized and approved.
Section 5. (a) The form of Assignment Agreement, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed,
for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement
in substantially said form, with such changes, insertions and omissions therein as the Authorized
Officer executing the same may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
(b) The form of Escrow Agreement, on file with the Secretary of the
Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed,
for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in
substantially said form, with such changes, insertions and omissions therein as the Authorized
Officer executing the same may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
Section 6. The Bond Purchase Agreement on file with the Secretary of the Authority is
hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed,
for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in
substantially said form, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such approval to be conclusively evidenced by the
execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that
such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not
including any original issue discount or bond insurance or reserve surety premium paid by the
Underwriter) from the principal amount of the Bonds in excess of five tenths of one percent (.5 %) of
the aggregate principal amount of the Bonds.
Section 7. The form of Preliminary Official Statement, on file with the Secretary of the
Authority, with such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the
offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each
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hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is
deemed final as of its date, within the meaning of Rule 15c2 -12 promulgated under the Securities
Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information
as permitted by such Rule).
The Authorized Officers are each hereby authorized and directed to furnish, or cause to be
furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary
Official Statement.
Section 8. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary Official Statement with such changes,
insertions and omissions as may be approved by an Authorized Officer, such approval to be
conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each
hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the
final Official Statement and any amendment or supplement thereto for and in the name and on behalf
of the Authority.
Section 9. Anything to the contrary in this resolution notwithstanding in the event the
City Director of Finance determines that market conditions dictate that the Series 2002A Bonds
should be refinanced in part only, the Series 201113 Bonds shall be issued only in such amount as
necessary to accomplish the refunding in part only and all instruments approved hereby shall be
modified as needed to reflect such lesser refinancing.
Section 10. Stradling Yocca Carlson & Rauth, a Professional Corporation is hereby
confirmed to act as bond counsel and disclosure counsel with respect to the Bonds in accordance
with the terms of engagement on file with the Finance Director of the City.
Section 11. The officers and agents of the Authority are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or advisable in order
to consummate the transactions herein authorized and otherwise to carry out, give effect to and
comply with the terms and intent of this Resolution. All actions heretofore taken by the officers and
agents of the Authority with respect to the transactions set forth above are hereby approved,
confirmed and ratified.
Section 12. The Secretary of the Authority shall certify to the adoption of this Resolution
and thenceforth and thereafter the same shall be in full force and effect.
APPROVED AS TO FORM:
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Adopted and approved this 25th day of October, 2011,
Chair
I hereby certify that the foregoing Resolution No. (PFAS) was duly adopted at a joint
meeting of the Public Financing Authority and the City Council held on the _ of
2011, by the following vote:
Ayes: Authority Members:
Noes: Authority Members:
Abstain: Authority Members:
Absent: Authority Members:
ATTEST:
Maria M. Stewart, Authority Secretary
DOCSOC/ 1518104v3/200119 -0005
Adopted and approved this 25th of October, 2011.
E���L
Richard Bloom, Chair
I hereby certify that the foregoing Resolution No. 9 (PFAS) was duly adopted at a
meeting of the Public Financing Authority held on the 54th of October, 2011, by the
following vote:
Ayes: Authority Members: Holbrook, McKeown, O'Connor, O'Day, Shriver
Vice Chair Davis, Chair Bloom
Noes: Authority Members: None
Absent: Authority Members: None
ATTEST:
Maria Stewart, Author y Secretary